ATS AUTOMATION TOOLING SYSTEMS INC.

Transcription

1 Interim Consolidated Financial Statements For the period ended June 29, 2014 (Unaudited) (Condensed)

2 Interim Consolidated Statements of Financial Position (in thousands of Canadian dollars unaudited) June 29 March 31 As at Note ASSETS Current assets Cash and cash equivalents $ 81,619 $ 76,466 Accounts receivable 109, ,821 Costs and earnings in excess of billings on contracts in progress 5 173, ,231 Inventories 5 21,951 24,186 Deposits, prepaids and other assets 6 12,256 9, , ,334 Assets associated with discontinued operations , , ,599 Non-current assets Property, plant and equipment 7 75,896 85,412 Investment property 4,147 4,341 Goodwill 145, ,731 Intangible assets 8 104, ,298 Deferred income tax assets 6,648 7,838 Investment tax credit receivable 30,820 30, , ,785 Total assets $ 766,914 $ 778,384 LIABILITIES AND EQUITY Current liabilities Bank indebtedness 11 $ 774 $ 913 Accounts payable and accrued liabilities 135, ,285 Provisions 10 8,961 10,412 Billings in excess of costs and earnings on contracts in progress 5 57,279 59,363 Current portion of long-term debt 11 4,401 3, , ,788 Liabilities associated with discontinued operations , , ,562 Non-current liabilities Employee benefits 22,920 23,213 Long-term debt 11 1,268 1,324 Deferred income tax liabilities 15,016 16,747 39,204 41,284 Total liabilities $ 246,202 $ 260,846 EQUITY Share capital 12 $ 512,463 $ 510,725 Contributed surplus 15,037 15,025 Accumulated other comprehensive income 21,499 35,970 Retained deficit (28,453) (44,311) Equity attributable to shareholders 520, ,409 Non-controlling interests Total equity 520, ,538 Total liabilities and equity $ 766,914 $ 778,384 See accompanying notes to the interim condensed consolidated financial statements 1

3 Interim Consolidated Statements of Income For the three months ended Note Revenues Revenues from construction contracts $ 161,190 $ 134,097 Sale of goods 14,413 7,223 Services rendered 15,276 8,707 Total revenues 190, ,027 Operating costs and expenses Cost of revenues 137, ,645 Selling, general and administrative 36,937 25,363 Stock-based compensation 14 2,514 1,345 Earnings from operations 14,356 12,674 Net finance costs Income from continuing operations before income taxes 13,478 12,072 Income tax expense 13 4,496 3,496 Income from continuing operations 8,982 8,576 Income from discontinued operations, net of tax 4 6,913 10,956 Net income $ 15,895 $ 19,532 Attributable to Shareholders $ 15,858 $ 19,514 Non-controlling interests $ 15,895 $ 19,532 Earnings per share attributable to shareholders 19 Basic from continuing operations $ 0.10 $ 0.10 Basic from discontinued operations $ 0.18 $ 0.22 Earnings per share attributable to shareholders 19 Diluted from continuing operations $ 0.10 $ 0.10 Diluted from discontinued operations $ 0.17 $ 0.22 See accompanying notes to the interim condensed consolidated financial statements 2

4 Interim Consolidated Statements of Comprehensive Income (in thousands of Canadian dollars unaudited) For the three months ended Net income $ 15,895 $ 19,532 Other comprehensive income (loss): Items to be reclassified subsequently to net income: Currency translation adjustment (net of income taxes of $nil) (15,232) 11,114 Net unrealized loss on available-for-sale financial assets (525) Tax impact 134 Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges 652 (1,751) Tax impact (161) 451 Loss transferred to net income for derivatives designated as cash flow hedges Tax impact (92) (51) Other comprehensive income (loss) (14,471) 9,535 Comprehensive income $ 1,424 $ 29,067 Attributable to Shareholders $ 1,387 $ 29,049 Non-controlling interests $ 1,424 $ 29,067 See accompanying notes to the interim condensed consolidated financial statements 3

5 Interim Consolidated Statements of Changes in Equity (in thousands of Canadian dollars unaudited) Three months ended June 29, 2014 Total Available- accumulated Retained Currency for-sale other Non- Share Contributed earnings translation financial Cash flow comprehensive controlling Total capital surplus (deficit) adjustments assets hedges income interests equity Balance, at March 31, 2014 $ 510,725 $ 15,025 $ (44,311) $ 36,616 $ $ (646) $ 35,970 $ 129 $ 517,538 Net income 15, ,895 Other comprehensive income (loss) (15,232) 761 (14,471) (14,471) Total comprehensive income (loss) 15,858 (15,232) 761 (14,471) 37 1,424 Stock-based compensation Exercise of stock options 1,738 (523) 1,215 Balance, at June 29, 2014 $ 512,463 $ 15,037 $ (28,453) $ 21,384 $ $ 115 $ 21,499 $ 166 $ 520,712 Three months ended June 30, 2013 Total Available- accumulated Retained Currency for-sale other Non- Share Contributed earnings translation financial Cash flow comprehensive controlling Total capital surplus (deficit) adjustments assets hedges income interests equity Balance, at March 31, 2013 $ 486,734 $ 19,317 $ (107,407) $ (23) $ 239 $ (339) $ (123) $ 83 $ 398,604 Net income 19, ,532 Other comprehensive income (loss) 11,114 (391) (1,188) 9,535 9,535 Total comprehensive income (loss) 19,514 11,114 (391) (1,188) 9, ,067 Stock-based compensation Exercise of stock options 1,583 (486) 1,097 Balance, at June 30, 2013 $ 488,317 $ 19,378 $ (87,893) $ 11,091 $ (152) $ (1,527) $ 9,412 $ 101 $ 429,315 See accompanying notes to the interim condensed consolidated financial statements 4

6 Interim Consolidated Statements of Cash Flow (in thousands of Canadian dollars unaudited) Three months ended Note Operating activities: Income from continuing operations $ 8,982 $ 8,576 Items not involving cash Depreciation of property, plant and equipment 1,934 1,678 Amortization of intangible assets 4,546 1,380 Deferred income taxes 153 2,565 Other items not involving cash (1,642) (943) Stock-based compensation 14 2,514 1,345 Gain on disposal of property, plant and equipment (423) (13) $ 16,064 $ 14,588 Change in non-cash operating working capital (26,749) 1,573 Cash flows provided by (used in) operating activities of discontinued operations 4 (2,824) 1,188 Cash flows provided by (used in) operating activities $ (13,509) $ 17,349 Investing activities: Acquisition of property, plant and equipment $ (2,674) $ (1,085) Acquisition of intangible assets (1,839) (875) Proceeds from disposal of property, plant and equipment 8, Cash flows provided by investing activities of discontinued operations 4 13,643 19,679 Cash flows provided by investing activities $ 17,659 $ 17,735 Financing activities: Restricted cash 6 $ (67) $ (1,162) Bank indebtedness (113) 176 Repayment of long-term debt (72) (44) Proceeds from long-term debt 732 Issuance of common shares 1,215 1,097 Cash flows provided by financing activities $ 1,695 $ 67 Effect of exchange rate changes on cash and cash equivalents (2,705) 3,708 Increase in cash and cash equivalents 3,140 38,859 Cash and cash equivalents, beginning of period 78, ,870 Cash and cash equivalents, end of period $ 81,754 $ 144,729 Attributable to Cash and cash equivalents continuing operations $ 81,619 $ 130,960 Cash and cash equivalents associated with discontinued operations ,769 $ 81,754 $ 144,729 Supplemental information Cash income taxes paid by continuing operations $ 1,908 $ 531 Cash interest paid by continuing operations $ 650 $ 199 See accompanying notes to the interim condensed consolidated financial statements 5

7 1. CORPORATE INFORMATION ATS Automation Tooling Systems Inc. and its subsidiaries (collectively ATS or the Company ) operate in two segments: Automation Systems ( ASG ) and Solar. The ASG segment produces customengineered turn-key automated manufacturing and test systems. The Solar segment is a turn-key solar project developer and manufacturer of photovoltaic products. The Company has initiated a formal sale process for the Ontario-based Solar business. Ontario Solar is presented as assets and liabilities associated with discontinued operations in the interim consolidated statements of financial position and as discontinued operations in the interim consolidated statements of income. See note 4 to the interim condensed consolidated financial statements. As a result, ATS continuing operations are reported as one operating segment, ASG. See note 16 to the interim condensed consolidated financial statements. The Company is listed on the Toronto Stock Exchange and is incorporated and domiciled in Ontario, Canada. The address of its registered office is 730 Fountain Street North, Cambridge, Ontario, Canada. The interim condensed consolidated financial statements of the Company for the three months ended June 29, 2014 were authorized for issue by the Board of Directors on August 12, BASIS OF PREPARATION These interim condensed consolidated financial statements were prepared on a going concern basis under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss or other comprehensive income. All interim consolidated financial information is presented in Canadian dollars and has been rounded to the nearest thousands, except where otherwise stated. Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard ( IAS ) 34 Interim Financial Reporting. Accordingly, certain information and disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ( IFRS ), as issued by the International Accounting Standards Board ( IASB ), have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended March 31, The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those followed in the presentation of the Company s annual consolidated financial statements for the year ended March 31, 2014, except as noted below: (a) IFRIC 21 - Levies Effective April 1, 2014, the Company applied IFRIC 21 for the first time. IFRIC 21 provides guidance on when to recognize a liability to pay a levy imposed by government that is accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. The application of IFRIC 21 had no impact on the interim condensed consolidated financial statements of the Company. Basis of consolidation These interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are those entities where the Company directly or indirectly owns the majority of the voting power or can otherwise control the activities. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Non-controlling interests in the equity and results of the Company s subsidiaries are presented separately in the interim consolidated statements of income and within equity in the interim consolidated statements of financial position. 6

8 Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. All material intercompany balances, transactions, revenues and expenses and profits or losses, including dividends resulting from intercompany transactions, have been eliminated on consolidation. 3. CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS The preparation of the Company s interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. However, uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, have not changed from those disclosed in the Company s fiscal 2014 audited consolidated financial statements. The Company based its estimates, judgments and assumptions on parameters available when the interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates when they occur. 4. DISCONTINUED OPERATIONS The Board of Directors of ATS have approved a plan designed to implement the separation of Solar from ATS and the Company currently holds the related assets for sale. During the year ended March 31, 2014, the Company s 50% owned joint operation, Ontario Solar PV Fields ( OSPV ), sold four groundmount solar projects. OSPV has retained 25% ownership of the projects until the projects reach commercial operation, which is expected to occur in calendar Net proceeds to the Company are expected to be $21.4 million, of which the Company has received net proceeds of $13.4 million during the year ended March 31, 2014 and $0.5 million during the year ended March 31, The remaining proceeds are expected to be received when the projects achieve commercial operation. During the three months ended June 29, 2014, the Company sold the three remaining ground-mount solar projects. OSPV has retained 25% ownership of the projects until the projects reach commercial operation, which is expected to occur in early calendar Net proceeds to the Company are expected to be approximately $14.6 million, of which the Company has received net proceeds of $12.0 million in the three months ended June 29, The remaining proceeds are expected to be received when the projects achieve commercial operation. 7

9 For the three months ended Revenues $ $ 1,054 Gain on sale 7,223 13,815 Operating costs and expenses (310) (3,911) Income from discontinued operations 6,913 10,958 Net finance costs 2 Income from discontinued operations $ 6,913 $ 10,956 Income per share Basic from discontinued operations $ 0.08 $ 0.12 Diluted from discontinued operations $ 0.07 $ 0.12 The major classes of assets and liabilities of Solar classified as associated with discontinued operations are as follows: June 29 March 31 As at Assets Cash and cash equivalents $ 135 $ 2,148 Accounts receivable Inventories 677 Deposits and prepaid assets 29 4,239 Other assets 603 6,170 Assets associated with discontinued operations $ 781 $ 13,265 Liabilities Accounts payable and accrued liabilities $ 199 $ 6,738 Provisions Liabilities associated with discontinued operations $ 209 $ 6,774 Net assets directly associated with disposal group $ 572 $ 6, CONSTRUCTION CONTRACTS AND INVENTORIES June 29 March 31 As at Contracts in progress: Costs incurred $ 806,294 $ 870,970 Estimated earnings 243, ,694 1,050,118 1,129,664 Progress billings (934,055) (1,042,796) $ 116,063 $ 86,868 Disclosed as: Costs and earnings in excess of billings on contracts in progress $ 173,342 $ 146,231 Billings in excess of costs and earnings on contracts in progress (57,279) (59,363) $ 116,063 $ 86,868 8

10 June 29 March 31 As at Inventories are summarized as follows: Raw materials $ 11,742 $ 12,832 Work in progress 9,181 10,358 Finished goods 1, $ 21,951 $ 24,186 The amount charged to net income and included in cost of revenues for the write-down of inventories for valuation issues during the three months ended June 29, 2014 was $1 (June 30, $17). The amount of inventories carried at net realizable value as at June 29, 2014 was $1,738 (March 31, $2,158). 6. DEPOSITS, PREPAIDS AND OTHER ASSETS June 29 March 31 As at Prepaid assets $ 5,780 $ 5,071 Restricted cash (i) Supplier deposits 3,552 2,941 Forward foreign exchange contracts 2, Other assets 32 9 $ 12,256 $ 9,630 (i) Restricted cash primarily consists of cash collateralized to secure letters of credit. 7. PROPERTY, PLANT AND EQUIPMENT Buildings and Production Other Land leaseholds equipment equipment Total Cost: Balance, at March 31, 2014 $ 21,851 $ 99,946 $ 15,427 $ 29,555 $ 166,779 Additions ,827 2,674 Disposals (1,228) (19,030) (424) (195) (20,877) Exchange and other adjustments (612) (2,573) (621) (708) (4,514) Balance, at June 29, 2014 $ 20,011 $ 78,889 $ 14,683 $ 30,479 $ 144,062 Buildings and Production Other Land leaseholds equipment equipment Total Depreciation: Balance, at March 31, 2014 $ $ (50,645) $ (12,497) $ (18,225) $ (81,367) Depreciation expense (868) (177) (889) (1,934) Disposals 12, ,771 Exchange and other adjustments 1, ,364 Balance, at June 29, 2014 $ $ (37,976) $ (11,739) $ (18,451) $ (68,166) Net book value: At June 29, 2014 $ 20,011 $ 40,913 $ 2,944 $ 12,028 $ 75,896 At March 31, 2014 $ 21,851 $ 49,301 $ 2,930 $ 11,330 $ 85,412 Included in other equipment as at June 29, 2014 is $206 (March 31, $70) of assets which are under construction and have not been depreciated. 9

11 8. INTANGIBLE ASSETS Computer software, Development licenses Customer projects and other Technology relationships Brands Total Cost: Balance, at March 31, 2014 $ 7,118 $ 25,447 $ 23,362 $ 78,701 $ 13,692 $ 148,320 Additions 1, ,839 Exchange and other adjustments (120) (548) (1,028) (3,446) (612) (5,754) Balance, at June 29, 2014 $ 8,119 $ 25,617 $ 22,334 $ 75,255 $ 13,080 $ 144,405 Computer software, Development licenses Customer projects and other Technology relationships Brands Total Amortization: Balance, at March 31, 2014 $ (3,398) $ (13,522) $ (5,469) $ (14,633) $ $ (37,022) Amortization (117) (1,363) (644) (2,422) (4,546) Exchange and other adjustments ,363 Balance, at June 29, 2014 $ (3,509) $ (14,480) $ (5,856) $ (16,360) $ $ (40,205) Net book value: At June 29, 2014 $ 4,610 $ 11,137 $ 16,478 $ 58,895 $ 13,080 $ 104,200 At March 31, 2014 $ 3,720 $ 11,925 $ 17,893 $ 64,068 $ 13,692 $ 111,298 Included in development projects and in computer software, licenses and other intangibles as at June 29, 2014 is $2,062 and $nil respectively (March 31, $1,719 and $4,663 respectively) of intangible assets which are in development and have not been depreciated. Research and development costs that are not eligible for capitalization have been expensed and are recognized in cost of revenues. 9. FINANCIAL INSTRUMENTS The carrying values of the Company s financial instruments are classified into the following categories: As at June 29, 2014 Loans, Fair value borrowings, Total through Cash flow and Available- Other carrying profit or loss hedges receivables for-sale liabilities value Cash and cash equivalents $ $ $ 81,619 $ $ $ 81,619 Trade accounts receivable 97,258 97,258 Bank indebtedness (774) (774) Trade accounts payable and accrued liabilities (117,056) (117,056) Long-term debt (5,669) (5,669) Derivatives classified as held for trading gain (i) 1,071 1,071 Derivatives designated as cash flow hedges gain (i) (i) Derivative financial instruments in a gain position are included in deposits, prepaids and other assets on the interim consolidated statements of financial position and derivative financial instruments in a loss position are included in accounts payable and accrued liabilities. 10

12 As at March 31, 2014 Loans, Fair value borrowings Total through Cash flow and Available- Other carrying profit or loss hedges receivables for-sale liabilities value Cash and cash equivalents $ $ $ 76,466 $ $ $ 76,466 Trade accounts receivable 104, ,678 Bank indebtedness (913) (913) Trade accounts payable and accrued liabilities (121,306) (121,306) Long-term debt (5,139) (5,139) Derivatives classified as held for trading gain (i) Derivatives designated as cash flow hedges loss (i) (862) (862) (i) Derivative financial instruments in a gain position are included in deposits, prepaids and other assets on the interim consolidated statements of financial position and derivative financial instruments in a loss position are included in accounts payable and accrued liabilities. Derivative financial instruments The Company uses forward foreign exchange contracts to manage foreign currency exposure. Forward foreign exchange contracts that are not designated in hedging relationships are classified as held-fortrading, with changes in fair value recognized in selling, general and administrative expenses in the interim consolidated statements of income. During the three months ended June 29, 2014, the fair value of derivative financial assets classified as held-for-trading and included in deposits, prepaids and other assets increased by $780 (increased by $178 during the three months ended June 30, 2013) and the fair value of derivative financial liabilities classified as held-for-trading and included in accounts payable and accrued liabilities increased by $244 during the three months ended June 29, 2014 (decreased by $425 during the three months ended June 30, 2013). Cash flow hedges During the three months ended June 29, 2014 and the three months ended June 30, 2013, there was no unrealized gain or loss recognized in selling, general and administrative expenses for the ineffective portion of cash flow hedges. After-tax unrealized losses of $115 are included in accumulated other comprehensive income at June 29, 2014 and are expected to be reclassified to income over the next 12 months when the revenue and purchases are recorded (unrealized losses of $1,527 at June 30, 2013). 10. PROVISIONS Warranty Restructuring Other Total Balance, at March 31, 2014 $ 6,832 $ 1,735 $ 1,845 $ 10,412 Provisions made 1, ,396 2,850 Provisions reversed (457) (635) (1,092) Provisions used (520) (1,042) (1,449) (3,011) Exchange adjustments (205) (22) 29 (198) Balance, at June 29, 2014 $ 6,899 $ 876 $ 1,186 $ 8,961 Warranty provisions Warranty provisions are related to sales of products and are based on experience reflecting statistical trends of warranty costs. 11

13 Restructuring Restructuring charges are recognized in the period incurred and when the criteria for provisions are fulfilled. Termination benefits are recognized as a liability and an expense when the Company is demonstrably committed through a formal restructuring plan. 11. BANK INDEBTEDNESS AND LONG-TERM DEBT During the year ended March 31, 2013, the Company established a Senior Secured Credit Facility (the Credit Agreement ). The Credit Agreement provides a committed revolving credit facility of $250,000 and expires on November 6, The Credit Agreement is secured by the assets, excluding real estate, of certain of the Company s North American legal entities and a pledge of shares and guarantees from certain of the Company s legal entities. At June 29, 2014, the Company had utilized $70,810 under the Credit Agreement, which was obtained by way of letters of credit (March 31, $72,633). The Credit Agreement is available in Canadian dollars by way of prime rate advances, letters of credit for certain purposes and/or bankers acceptances and in U.S. dollars by way of base rate advances and/or LIBOR advances. The interest rates applicable to the Credit Agreement are determined based on a debt to EBITDA ratio. For prime rate advances and base rate advances, the interest rate is equal to the bank s prime rate or the bank s U.S. dollar base rate in Canada, respectively, plus 0.50% to 1.50%. For bankers acceptances and LIBOR advances, the interest rate is equal to the bankers acceptance fee or the LIBOR, respectively, plus 1.50% to 2.50%. The Company pays a fee for usage of financial letters of credit which ranges from 1.70% to 2.70% and a fee for usage of non-financial letters of credit which ranges from 1.15% to 1.80%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or draw-down under the Credit Agreement at rates ranging from 0.30% to 0.50%. The Credit Agreement is subject to a debt to EBITDA test and an interest coverage test. Under the terms of the agreement, the Company is restricted from encumbering any assets with certain permitted exceptions. The Credit Agreement also limits advances to subsidiaries and partially restricts the Company from repurchasing its common shares and paying dividends. The Company has additional credit facilities available of $9,097 (2,349 Euro, 230,000 Indian Rupees, 500 Swiss Francs and 30,000 Thai Baht). The total amount outstanding on these facilities is $6,976, of which $774 is classified as bank indebtedness (March 31, $913) and $6,202 is classified as long-term debt (March 31, $5,774). The interest rates applicable to the credit facilities range from 1.85% to 11.00% per annum. A portion of the long-term debt is secured by certain assets of the Company. The 500 Swiss Francs and 230,000 Indian Rupees credit facilities are secured by letters of credit under the Credit Agreement. (i) Bank indebtedness June 29 March 31 As at Other facilities $ 774 $

14 (ii) Long-term debt June 29 March 31 As at Other facilities $ 6,202 $ 5,774 Issuance costs (533) (635) 5,669 5,139 Less: current portion 4,401 3,815 $ 1,268 $ 1,324 Scheduled principal repayments and interest payments on long-term debt from continuing operations as at June 29, 2014 are as follows: Principal Interest Less than one year $ 4,401 $ 91 One - two years Two - three years Three - four years Four - five years Thereafter $ 6,202 $ SHARE CAPITAL Authorized capital of the Company consists of an unlimited number of common shares, without par value, for unlimited consideration. The changes in the common shares issued and outstanding during the period presented were as follows: Number of Share common shares capital Balance, at March 31, ,793,547 $ 510,725 Exercise of stock options 186,701 1,738 Balance, at June 29, ,980,248 $ 512,463 13

15 13. TAXATION Reconciliation of income taxes: Income tax expense differs from the amounts which would be obtained by applying the combined Canadian basic federal and provincial income tax rate to income before income taxes. These differences result from the following items: For the three months ended Income from continuing operations before income taxes $ 13,478 $ 12,072 Combined Canadian basic federal and provincial income tax rate 26.50% 26.50% Income tax expense based on combined Canadian basic federal and provincial income tax rate $ 3,572 $ 3,199 Increase (decrease) in income taxes resulting from: Adjustments with respect to current income tax of previous periods 313 Non-taxable income (loss) net of non-deductible expenses 386 (148) Income taxed at different rates and statutory rate changes Manufacturing and processing allowance (82) (46) Other items At the effective income tax rate of 33% (June 30, %) $ 4,496 $ 3,496 Income tax expense reported in the interim consolidated statements of income: Current $ 4,343 $ 931 Deferred 153 2,565 $ 4,496 $ 3,496 Deferred tax related to items charged or credited directly to equity: Net gain (loss) on revaluation of cash flow hedges $ 254 $ (400) Other items recognized through equity (909) (55) Income tax charged directly to equity $ (655) $ (455) 14. STOCK-BASED COMPENSATION In the calculation of the stock-based compensation expense in the interim consolidated statements of income, the fair values of the Company s stock option grants were estimated using the Black-Scholes option pricing model for time vesting stock options and binomial option pricing models for performancebased stock options. During the three months ended June 29, 2014, the Company did not grant any time vesting stock options (446,000 in the three months ended June 30, 2013). The stock options granted vest over four years and expire on the seventh anniversary from the date of issue. During the three months ended June 29, 2014 and the three months ended June 30, 2013, no performance-based stock options were granted. Performance-based stock options vest based on the Company s stock trading at or above certain thresholds for a specified number of minimum trading days. The performance-based stock options expire on the seventh anniversary after the date that the options vest. During the three months ended June 29, 2014, no performance-based stock options vested (1,262,799 in the three months ended June 30, 2013). 14

16 For the three months ended Weighted Weighted Number of average Number of average stock exercise stock exercise options price options price Stock options outstanding, beginning of period 4,421,876 $ ,011,842 $ 7.39 Granted 446, Exercised (i) (186,701) 6.49 (168,035) 6.53 Forfeited/cancelled (4,425) 8.55 (86,447) 8.48 Stock options outstanding, end of period 4,230,750 $ ,203,360 $ 7.61 Stock options exercisable, end of period, time vested options 1,284,250 $ ,521,777 $ 6.73 Stock options exercisable, end of period, performance-based options 1,916,750 $ ,420,668 $ 7.38 (i) For the three months ended June 29, 2014, the weighted average share price at the date of exercise was $14.83 (June 30, $10.12). The fair values of the Company s stock options issued during the periods presented were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions. Expected stock price volatility was determined at the time of the grant by considering historical share price volatility. Expected stock option grant life was determined at the time of the grant by considering the average of the grant vesting period and the grant exercise period. June 30 For the three months ended 2013 Weighted average risk-free interest rate 1.45% Dividend yield 0% Weighted average expected volatility 43% Weighted average expected life 4.75 years Number of stock options granted: Time vested 446,000 Weighted average exercise price per option $ Weighted average value per option: Time vested $ 4.15 Share Appreciation Rights During the three months ended June 29, 2014, the Company did not grant any share appreciation rights ( SARs ) (500,000 in the three months ended June 30, 2013). The SARs give the employee the right to receive a cash payment equal to the excess of the market value of a common share of the Company at the time of exercise over the exercise price of the rights. The SARs granted during the three months ended June 30, 2013 vest over 18 months. The SARs vest upon successful achievement of certain nonmarket performance criteria and expire 21 months from the date of issue. The Company s vested SARs are measured at each reporting date at their fair value. The fair values of the Company s unvested SARs are measured at each reporting date using the Black- Scholes option pricing model with the following weighted average assumptions. Expected stock price volatility was determined by considering historical share price volatility. The expected SARs grant life was determined by considering the average of the estimated grant vesting period and the grant expected life. 15

17 Weighted average risk-free interest rate 1.09% 1.09% Dividend yield 0% 0% Weighted average expected volatility 25% 30% Weighted average expected life 1.21 years 1.49 years Weighted average exercise price per SAR $ 9.91 $ Weighted average value per SAR $ 5.89 $ 2.15 The Company has recorded a liability of $2,705 as at June 29, 2014 (March 31, $1,763) based on the SARs fair value which includes both time-based and performance-based SARs. The market value of a common share of the Company as at June 29, 2014 was $ No SARs vested during the three months ended June 29, 2014 (nil in the three months ended June 30, 2013). Restricted Share Unit Plan The Company did not grant any time vesting restricted share units ( RSUs ) during the three months ended June 29, 2014 (138,448 in the three months ended June 30, 2013). The RSUs give the employee the right to receive a cash payment equal to the market value of a common share of the Company. The Company did not grant any performance-based RSUs during the three months ended June 29, 2014 (86,000 in the three months ended June 30, 2013). The performance-based RSUs vest upon successful achievement of certain operational and share price targets. The performance-based RSUs give the employee the right to receive a cash payment based on the market value of a common share of the Company. The weighted average remaining vesting period for the time vesting RSUs and performancebased RSUs is 1.4 years. The RSU liability is recognized quarterly based on the expired portion of the vesting period and the change in the Company s stock price. At June 29, 2014, the value of the outstanding liability related to the RSU plan was $1,617 (March 31, $1,148). Deferred Stock Unit Plan The Deferred Stock Unit Plan ( DSU Plan ) liability is revalued quarterly based on the change in the Company s stock price. The change in the value of the DSU liability is included in operating results in the period of change. At June 29, 2014, the value of the outstanding liability related to the DSU Plan was $5,994 (March 31, $5,425). 15. COMMITMENTS AND CONTINGENCIES The minimum operating lease payments, related primarily to facilities and equipment, and purchase obligations are as follows: From continuing operations: Operating leases Purchase obligations Less than one year $ 5,831 $ 49,621 One two years 4, Two three years 3,907 1 Three four years 1,803 Four five years 1,506 Due in over five years 3,600 $ 21,175 $ 50,454 The Company s off-balance sheet arrangements consist of purchase obligations and various operating lease financing arrangements related primarily to facilities and equipment which have been entered into in the normal course of business. 16

18 The Company s purchase obligations consist primarily of materials purchase commitments. In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide bank guarantees as security for advances received from customers pending delivery and contract performance. In addition, the Company provides bank guarantees for post-retirement obligations and may provide bank guarantees as security on equipment under lease and on order. At June 29, 2014, the total value of outstanding bank guarantees under credit facilities was approximately $95,901 from continuing operations (March 31, $95,250) and was $nil (March 31, $2,125) from discontinued operations. In the normal course of operations, the Company is party to a number of lawsuits, claims and contingencies. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company does not believe that the ultimate outcome of these matters will have a material impact on its interim consolidated financial position. 16. SEGMENTED DISCLOSURE Solar is currently classified as assets and liabilities associated with discontinued operations in the interim consolidated statements of financial position and as discontinued operations in the interim consolidated statements of income. As a result, the Company s continuing operations are reported as one operating segment, ASG. Geographic segmentation of revenues is determined based on the customer s installation site. Noncurrent assets represent property, plant and equipment and intangible assets that are attributable to individual geographic segments, based on location of the respective operations. As at June 29, 2014 Property, plant Intangible and equipment assets Canada $ 23,957 $ 10,173 United States 20,801 5,593 Germany 21,565 87,960 Other Europe 6, Asia-Pacific and other 3, Total Company $ 75,896 $ 104,200 As at March 31, 2014 Property, plant Intangible and equipment assets Canada $ 31,016 $ 9,774 United States 21,483 6,140 Germany 22,863 94,899 Other Europe 6, Asia-Pacific and other 3, Total Company $ 85,412 $ 111,298 17

19 Revenues from external customers for the three months ended Canada $ 11,395 $ 4,747 United States and Mexico 77,180 65,546 Germany 26,645 20,087 Other Europe 40,048 24,760 Asia-Pacific and other 35,611 34,887 Total Company $ 190,879 $ 150, INTEREST IN JOINT OPERATIONS During the year ended March 31, 2010, Ontario Solar entered into an agreement to establish Ontario Solar PV Fields Inc., a joint operation. Ontario Solar PV Fields Inc. is a joint arrangement with both parties involved having joint control with rights to the assets and obligations for the liabilities relating to the arrangement and, accordingly, the Company recognizes its 50% share of assets, liabilities, revenues and expenses in the interim condensed consolidated financial statements. Ontario Solar PV Fields Inc. is currently presented as assets and liabilities associated with discontinued operations in the interim consolidated statements of financial position and as discontinued operations in the interim consolidated statements of income. The following is a summary of the Company s share of the joint operation: June 29 March 31 As at Current assets $ 686 $ 7,394 Current liabilities (6,479) Net assets $ 686 $ 915 For the three months ended Interim consolidated statements of income Net income $ 7,228 $ 16, NET FINANCE COSTS For the three months ended Interest expense $ 899 $ 647 Interest income (21) (45) $ 878 $ EARNINGS PER SHARE For the three months ended Weighted average number of common shares outstanding 90,877,745 87,890,998 Dilutive effect of stock option conversion 1,482,990 1,719,508 Diluted weighted average number of common shares outstanding 92,360,735 89,610,506 18

20 For the three months ended June 29, 2014, stock options to purchase 150,000 common shares are excluded from the weighted average number of common shares in the calculation of diluted earnings per share as they are anti-dilutive (2,132,745 common shares were excluded for the three months ended June 30, 2013). 20. SUBSEQUENT EVENTS On July 8, 2014, the Company announced that it has entered into a definitive agreement to acquire all shares of M+W Process Automation GmbH and ProFocus LLC (collectively M+W PA ). M+W PA is a global provider of engineering-based automation services and solutions focused on the control, performance monitoring and measurement of critical production processes. The acquisition is aligned with ATS stated strategy of scaling its position in the global automation market by adding to its services and life-cycle management capabilities across several core elements of the customer value chain. The total cash consideration to be paid for M+W PA pending net debt and working capital adjustments is approximately $362,000 (248,000 Euro). The acquisition will be accounted for as a business combination with the Company as the acquirer of M+W PA. The purchase method of accounting will be used and M+W PA s earnings will be consolidated from the acquisition date, which is expected to occur by the end of September